0001171843-12-003807.txt : 20121026 0001171843-12-003807.hdr.sgml : 20121026 20121026172512 ACCESSION NUMBER: 0001171843-12-003807 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20121025 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121026 DATE AS OF CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Geophysical Services Inc CENTRAL INDEX KEY: 0001311486 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34709 FILM NUMBER: 121165215 BUSINESS ADDRESS: STREET 1: 13927 SOUTH GESSNER CITY: MISSOURI CITY STATE: TX ZIP: 77489 BUSINESS PHONE: 713-972-9200 MAIL ADDRESS: STREET 1: 13927 SOUTH GESSNER CITY: MISSOURI CITY STATE: TX ZIP: 77489 8-K 1 f8k_102612.htm FORM 8-K f8k_102612.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K
______________________
 
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2012 (October 25, 2012)

GLOBAL GEOPHYSICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-34709
 
05-0574281
(State or other Jurisdiction
 
(Commission File Number)
 
(I.R.S Employer
of Incorporation)
     
Identification Number)
         
13927 South Gessner Road
Missouri City, Texas
 
77489
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (713) 972-9200

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Appointment of Richard C. White as President and Chief Executive Officer
 
Effective October 25, 2012, the Board of Directors (the “Board”) of Global Geophysical Services, Inc. (the “Company”) appointed Richard C. White (“Mr. White”), age 57, as the Company’s President and Chief Executive Officer.
 
Before joining the Company, Mr. White served as the President and Chief Executive Officer of NuTec Energy Services Inc.  Mr. White held that position from October 2001 until his retirement from NuTec in September 2002.  Mr. White was the Chief Executive Officer of Veritas DGC Land, Inc. from January 2000 through June 2000.  From 1995 until his retirement in October 1999, Mr. White served as President of Western Geophysical Company, as well as Senior Vice President of Western Atlas Inc.  He also served as Vice President of Baker Hughes Incorporated from August 1998 until October 1999. Prior to 1995, he held various other executive positions with Western Geophysical Company, including Chief Operating Officer.  Mr. White also previously served on the board of directors of Geospace Technologies Corp. (formerly OYO Geospace Corp.) from 2008 through the date of his appointment at the Company; OMNI Energy Service Corp. from 2001 through 2010; and VGS Seismic Canada Inc. from 2005 through 2009.
 
Except for the compensation arrangements described below, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party in which Mr. White has a direct or indirect financial interest.  There are no family relationships between Mr. White and any of the directors or officers of the Company or any of its subsidiaries
 
Employment Agreement of New President and Chief Executive Officer
 
In connection with the Company’s appointment of Mr. White as President and Chief Executive Officer, the Company and Mr. White have entered into an employment agreement, effective as of October 25, 2012 (the “Employment Agreement”).  Pursuant to the Employment Agreement, Mr. White will receive an annual base salary of $360,000, which will be subject to annual increase as determined in the discretion of the Board.  The Employment Agreement also provides that Mr. White will be eligible to receive a sign-on bonus of $42,500, payable in two equal installments prior to March 31, 2013, and an annual bonus in an amount determined by the Board in its discretion, but not less than one-third of Mr. White’s then current annual base salary.  Mr. White will also receive an award of restricted shares pursuant to the Company’s Amended and Restated 2006 Incentive Compensation Plan with a grant date value of $1,000,000.  The restricted shares will become vested in eight equal quarterly installments beginning after the first anniversary of the date of grant.
 
In the event that Mr. White’s employment is terminated by Mr. White with “good reason” or by the Company without “cause” (as these terms are defined in the Employment Agreement), Mr. White will be paid a severance payment equal to two times the sum of (1) his base salary plus (2) (x) the average of his annual bonuses over the two preceding years or (y) 50% of his base salary, whichever of (x) or (y) is higher.  If Mr. White’s employment is terminated due to his death or “disability” (as that term is defined in the Employment Agreement), Mr. White will be paid a severance payment equal to one times the sum of his base salary.  In addition, upon any of these terminations, any unvested equity awards previously granted to Mr. White will become fully vested.  Payment of any severance benefits following Mr. White’s termination of employment by Mr. White with good reason or by the Company without cause is subject to the requirement that Mr. White execute a release of claims against the Company and its affiliates.
 
The Employment Agreement also contains customary non-competition, non-solicitation, and confidentiality provisions.
 
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.
 
Resignation of Richard A. Degner as President and Chief Executive Officer
 
Effective October 25, 2012, Richard A. Degner resigned as President and Chief Executive Officer of the Company.  Mr. Degner will continue to serve as Non-Executive Chairman of the Board of the Company and also as President of Autoseis, Inc. (“Autoseis”), a wholly owned subsidiary of the Company.  In connection with his role as President of Autoseis, the Company and Mr. Degner have entered into a letter agreement (the “Letter Agreement”), which provides for Mr. Degner to receive the following:  (1) an annual base equal to Mr. Degner’s current base salary; (2) annual bonuses based on sales of AUTOSEIS® products to third parties; and  (3) if Mr. Degner’s employment is terminated without “cause” (as this term is defined in the Letter Agreement) in the two years following his appointment, a severance payment of either one or two years of continued base salary, based on the date of such termination, and full accelerated vesting of any unvested Company equity awards.  Payment of any severance benefits is subject to the requirement that Mr. Degner execute a release of claims against the Company and its affiliates.
 
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 10.2.
 
Item 8.01. Other Events.
 
On October 26, 2012, the Registrant issued a Press Release announcing its 3rd Quarter 2012 Earnings Call, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
 
Description of Exhibits
10.1
 
Employment Agreement with Richard C. White
10.2
 
Letter Agreement with Richard A. Degner
99.1
 
Press Release issued by Global Geophysical Services, Inc. on October 26, 2012 “Global Geophysical Services, Inc. Appoints Richard White as President and CEO”
99.2
 
Press Release issued by Global Geophysical Services, Inc. on October 26, 2012 “Global Geophysical Services Announces 3rd Quarter 2012 Earnings Call


 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 26, 2012
GLOBAL GEOPHYSICAL SERVICES, INC.
     
 
By:
/s/  P. Mathew Verghese
   
P. Mathew Verghese
Senior Vice President and Chief Financial Officer
     
 
EX-10.1 2 exh_101.htm EXHIBIT 10.1 exh_101.htm
EXHIBIT 10.1
 
EMPLOYMENT AGREEMENT
 
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of October 25, 2012 (the “Effective Date”), by and between Global Geophysical Services, Inc., a Delaware Corporation (“GGS” or “Company”), and Richard C. White (“Executive”). Executive and the Company are collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
 
RECITALS:
 
WHEREAS, Executive is to be employed as President and Chief Executive Officer of the Company;
 
WHEREAS, it is the desire of the Company to engage Executive as President and Chief Executive Officer of the Company;
 
WHEREAS, Executive desires to be employed with the Company on the terms herein provided; and
 
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties agree as follows:
 
AGREEMENT TERMS
 
1. Term. Beginning on the Effective Date, the Company employs Executive, and Executive accepts such employment, on the terms and conditions set forth in this Agreement, for the period (the “Term”) commencing on the Effective Date and expiring at the earlier to occur of (a) the second anniversary of the Effective Date or (b) the Termination Date (as defined in Section 4). Beginning on the second anniversary of the Effective Date, this Agreement shall be automatically renewed on each anniversary of the Effective Date for additional twelve (12) month terms, unless either the Company or Executive provides written notice of election not to renew, at least six (6) months before the applicable renewal date.
 
2. Duties as Executive of the Company. Subject to the Agreement’s terms, Executive agrees to serve as the President and Chief Executive Officer of the Company and act in the ordinary course of its business with all the powers reasonably incident to the position or other responsibilities or duties that may be from time to time assigned to Executive by the Company’s Board of Directors (hereafter “GGS Board of Directors”).
 
3. Compensation and Related Matters.
 
(a) Base Salary. Executive shall receive an initial Base Salary (defined below) paid by the Company of $360,000.00 per year during the Term. Executive’s Base Salary
 
 

 
shall be increased annually, on January 1 of each year, by an amount to be determined by GGS within its sole discretion (it being the Company’s expectation that increases will be tied to improvement in Company performance).  For purposes of this Agreement, “Base Salary” shall mean Executive’s initial base salary or, as adjusted from time to time, then the adjusted base salary at the time in question. The Base Salary shall be paid, subject to all applicable withholdings and deductions, in substantially equal semi-monthly installments.
 
(b) Sign-On Bonus.  Executive shall be entitled to a sign-on bonus in the amount of $42,500 (the “Sign-On Bonus”), with 50% of the Sign-On Bonus payable on or before December 31, 2012 and the remaining 50% of the Sign-On Bonus payable on or after January 1, 2013 and on or before March 31, 2013.
 
(c) Bonuses. Executive shall be entitled to receive at least one cash bonus annually (the “Annual Bonus”) for his service to GGS, paid on or before December 31st of each year, in an amount to be determined by GGS, within its sole discretion, provided that each such bonus payment shall not be less than one-third (1/3) of Executive’s current year Base Salary.
 
(d) Long-Term Incentive.  In connection with his initial employment, Executive shall receive an award of restricted stock pursuant to the Global Geophysical Services, Inc. Amended and Restated 2006 Incentive Compensation Plan (the “Plan”) with a grant date value of $1,000,000, subject to the terms and conditions set forth in the applicable award agreement and this Agreement (including customary vesting based on continued employment over three years).
 
(e) Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him, in accordance with the policies and procedures established by the Company, in performing services under this Agreement and during his employment with the Company, provided that Executive properly accounts for the expenses in accordance with Company policies. The amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of eligible expenses shall be made on or before the last day of the calendar month following the calendar month in which the expenses were incurred, or as otherwise provided in the Company’s business expense reimbursement policy.
 
The Company shall promptly reimburse Executive for all legal expenses that Executive has incurred in connection with the negotiation and drafting of this Agreement and other agreements related to Executive’s initial employment by the Company, up to a maximum reimbursement amount of $20,000.  Executive shall submit all invoices for such incurred expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.  The Company shall reimburse Executive for such expenses within 14 days of receipt of such invoices.
 
(f) Other Benefits. From time to time, the Company may make available other compensation and employee benefit plans and arrangements. Executive shall be eligible to participate in such other compensation and employee benefit plans and arrangements in which executives at or above the level of senior vice president participate, subject to and on a basis
 
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consistent with the terms, conditions, and overall administration of such plans and arrangements, as amended from time to time. Nothing in this Agreement shall be deemed to confer upon Executive or any other person, including any beneficiary, any rights under or with respect to any such plan or arrangement or to amend any such plan or arrangement, and Executive and each other person, including any beneficiary, shall be entitled to look only to the express terms of any such plan or arrangement for his or her rights thereunder. Nothing paid to Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Base Salary and other benefits payable to Executive pursuant to this Agreement.
 
(g) Vacation. Executive shall be entitled to at least twenty-five (25) days of vacation each year of full employment during the Term, exclusive of holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operation. Vacation will accrue and forfeit as provided by the terms of the Company’s policy governing vacation, as that policy is updated or revised from time to time in the Company’s sole discretion. For purposes of this Section, weekends shall not count as Vacation days. Executive shall also be entitled to all paid holidays given by the Company.
 
(h) Proration. The Base Salary payable to Executive hereunder in respect of any calendar year during which Executive is employed by the Company for less than the entire year shall be prorated in accordance with the total number of calendar days in such calendar year during which he is so employed.
 
4. Termination.
 
(a) Definitions.
 
(1) Cause” shall mean:
 
(i) Executive’s failure or refusal to substantially perform his material duties, responsibilities and obligations, other than a failure resulting from Executive’s incapacity due to physical or mental illness, which failure continues for a period of at least thirty (30) days after a detailed written notice of alleged Cause and a demand for substantial performance has been delivered to Executive specifying the manner in which Executive has failed substantially to perform;
 
(ii) any intentional act involving fraud, misrepresentation, theft, embezzlement, or dishonesty on a material matter which actually results in harm to the Company;
 
(iii) conviction of or a plea of nolo contendere to an offense which is a felony or which is a misdemeanor that involves fraud; or
 
(iv) a material breach of this Agreement by Executive.
 
Regarding Sections 4(a)(1)(i), (ii) and (iv), the Company shall provide written notice to Executive describing the specific facts of any alleged Cause event within thirty (30) days of any such Cause event and Executive shall thereafter have thirty (30) calendar days to cure the Cause event to the
 
 
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reasonable satisfaction of the Company.  If Executive cures the Cause event to the reasonable satisfaction of the Company, the Company may not terminate Executive for Cause as a result of such Cause event.
 
(2) A “Disability” or “Disabled” shall mean the inability of Executive to substantially engage in the duties that he is normally expected to perform in his role at the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three (3) months. Executive shall be considered to have a Disability (i) if he is determined to be totally disabled by the Social Security Administration or (ii) if he is determined to be disabled under GGS’s long-term disability plan in which Executive participates and if such plan defines “disability” in a manner that is consistent with the immediately preceding sentence.
 
(3) A “Good Reason” shall mean any of the following (without Executive’s express written consent):
 
(i) a material diminution in Executive’s Base Salary;
 
(ii) a change in the location where Executive is expected or required the majority of Executive’s job duties at the time Executive executes this Agreement (“Base Location”) to a location that is more than twenty (20) miles from the Base Location, without Executive’s written consent, except for travel reasonably required of Executive on the Company’s business;
 
(iii) a substantial and adverse diminution in Executive’s duties, authority, responsibility or position with the Company;
 
(iv) any breach by the Company of any material provision of this Agreement.
 
In order to be eligible for payment on account of a Good Reason termination, Executive must: (i) provide written notice to the Company within 90 days following the first event or condition which gives rise to his claim of Good Reason under this section; (ii) provide the Company 30 days from the date of such notice in which to “cure” such event or condition and (iii) actually terminate employment within 30 days following the expiration of the cure period.
 
(4) Termination Date” shall mean the date Executive’s employment with the Company terminates or is terminated for any reason under this Agreement, and which constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, or any regulations or Treasury guidance promulgated under Section 409A (the “Code”).
 
(b) Termination Without Cause or for Good Reason: Benefits. In the event the Company involuntarily terminates Executive’s employment with the Company without Cause or if Executive terminates employment with the Company for Good Reason, this Agreement shall terminate, but Executive shall be entitled to the following severance benefits:
 
(1) Payment of accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e) and
 
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the amount of any Annual Bonus under Section 3(c) that relates to a prior year and that is unpaid as of the Termination Date. The accrued but unpaid Base Salary and Annual Bonus shall be paid to Executive in a lump sum in cash within six (6) days after the Termination Date. Unreimbursed business expenses shall be paid to Executive within the time period required by the Company’s business expense reimbursement policy;
 
(2) An amount equal to any unpaid portion of the Sign-On Bonus plus two (2) times the sum of (i) Executive’s Base Salary at the rate in effect immediately before the Termination Date and (ii) the greater of (A) the average Annual Bonus for the prior two years or (B) fifty percent (50%) of Executive’s Base Salary, at the rate in effect immediately before the Termination Date (the “Severance Payment”), payable in a lump sum to Executive within ten (10) days after Executive executes the Release referenced in Section 6; and
 
(3) Full vesting of all unvested equity awards outstanding on the Termination Date after Executive executes the Release referenced in Section 6.
 
(c) Termination In Event of Death: Benefits. If Executive’s employment with the Company is terminated by reason of Executive’s death during the Term, this Agreement shall terminate but Executive’s legal representatives shall be entitled to the following severance benefits:
 
(1) Payment of accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e) and the amount of any Annual Bonus under Section 3(c) that relates to a prior year and that is unpaid as of the Termination Date. The accrued but unpaid Base Salary and Annual Bonus shall be paid to Executive’s legal representatives in a lump sum in cash within six (6) days after the Termination Date. Unreimbursed business expenses shall be paid to Executive’s legal representatives within the time period required by the Company’s business expense reimbursement policy;
 
(2) An amount equal to Executive’s Base Salary at the rate in effect immediately before the date of death, payable in a lump sum to Executive’s legal representatives within ten (10) days after the Termination Date; and
 
(3) Executive or his estate shall become fully vested in all unvested equity awards outstanding on the Termination Date.
 
(d) Termination In Event of Disability: Benefits. If Executive’s employment with the Company is terminated by reason of Executive’s Disability during the Term, this Agreement shall terminate but Executive shall be entitled to the following severance benefits:
 
(1) Payment of accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e) and the amount of any Annual Bonus under Section 3(c) that relates to a prior year and that is unpaid as of the Termination Date. The accrued but unpaid Base Salary and Annual Bonus shall be paid to Executive in a lump sum in cash within six (6) days after the Termination Date. Unreimbursed
 
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business expenses shall be paid to Executive within the time period required by the Company’s business expense reimbursement policy;
 
(2) An amount equal to Executive’s Base Salary at the rate in effect immediately before the Date of Termination, payable in a lump sum to Executive within ten (10) days after the Termination Date; and
 
(3) Executive shall become fully vested in all unvested equity awards outstanding on the Termination Date.
 
(e) Voluntary Termination by Executive and Termination for Cause: Benefits. Executive may terminate his employment with the Company by giving written notice of his intent and stating an effective Termination Date at least thirty (30) days after the date of such notice; provided, however, that the Company may accelerate such effective date by paying Executive through the proposed Termination Date (but not to exceed thirty (30) days). Upon such a termination by Executive or upon termination of Executive’s employment with the Company for Cause by the Company, this Agreement shall terminate, but the Company shall pay to Executive all accrued Base Salary and all unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(c). The accrued but unpaid Base Salary shall be paid to Executive in a lump sum in cash within six (6) days after the Termination Date or by the next regularly scheduled payday. Unreimbursed business expenses shall be paid to Executive within the time period required by the Company’s business expense reimbursement policy. Executive shall have no entitlement to any Annual Bonus for the year in which the Termination Date occurs.
 
(f) No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.
 
5. Non-Renewal of Agreement. If the Company or Executive elects not to renew this Agreement under the terms provided in Section 1, this Agreement shall terminate without further obligation of the Company, but the Company shall pay Executive all accrued Base Salary through the Termination Date and accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e). If the Company elects not to renew this Agreement, Executive shall be eligible to receive any unpaid Annual Bonus(es) attributable to prior year(s), if any, the compensation and benefits payable pursuant to Sections 4(b)(2), and 4(b)(3), and the Annual Bonus(es) for the year in which the non-renewal notice is provided. Payment of the prior year(s) Annual Bonus(es) shall be paid within thirty (30) days of any such non-renewal notification (if calculable), but in no event later than January 15 of the year following the year in which the non-renewal notice is provided. Payment of the Annual Bonus(es) for the year in which notice of non-renewal is given shall be paid by January 15th of the year following the year in which the non-renewal notice is given.
 
6. Release Agreement. Notwithstanding any provision of this Agreement to the contrary, in order to receive the Severance Payment and full vesting of equity awards under Section 4(b)(2)-(3), Executive must first execute, enter into and not revoke a reasonable release
 
 
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and hold harmless agreement (on a form provided by the Company) (“Release”), within fifty (50) days after Executive’s Termination Date, whereby Executive agrees to release and waive, in return for the Severance Payment and full vesting of equity awards, any claim or cause of action that Executive may have against the Company and any of its affiliates, including, without limitation, for unlawful discrimination or retaliation; provided, however, such agreement shall not release any claim by Executive for any payment or benefit that is due under the express terms of this Agreement at the time Executive executes the release agreement.
 
7. Change in Control.  Upon the occurrence of a Change in Control (as defined in the Plan), Executive shall become fully vested in all unvested equity awards outstanding as of such date.
 
8. Certain Excise Taxes.  Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and its affiliates will be one dollar ($1.00) less than three times Executive’s “base amount”(as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes).  The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in a similar order.  The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm mutually agreed to by the Company and Executive.  If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.
 
9. Non-Competition, Non-Solicitation and Confidentiality.  During Executive’s employment with the Company, the Company shall give Executive access to some or all of its Confidential Information, as defined below, that Executive has not had access to or knowledge of before the execution of this Agreement.
 
(a) Non-Competition During Employment.  Executive agrees that, in consideration for the Company’s promise to provide Executive with Confidential Information, during the Term, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially
 
 
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similar to the products or services which the Company provides, and that he will not work for, in any capacity, assist, or become affiliated with as an owner, partner, etc., either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by Company; provided, however, Executive shall not be prevented from owning no more than 2% of any company whose stock is publicly traded.
 
(b) Conflicts of Interest.  Executive agrees that during the Term, he will not engage, either directly or indirectly, in any activity (a “Conflict of Interest”) that might adversely affect the Company, including ownership of a material investment in a competitor of the Company, ownership of a material interest in any supplier, contractor, distributor, subcontractor, customer or other entity with which the Company does business or acceptance of any material payment, service, loan, gift, trip, entertainment, or other favor from a supplier, contractor, distributor, subcontractor, customer or other entity with which the Company does business, and that Executive will promptly inform the GGS Board of Directors as to each offer received by Executive to engage in any such activity.  As used in this Section 9(b), “materiality” shall be viewed from the perspective of Executive.  Executive further agrees to disclose to the Company any other facts of which Executive becomes aware which in Executive’s good faith judgment could reasonably be expected to involve or give rise to a Conflict of Interest or potential Conflict of Interest.
 
(c) Non-Competition After Termination from Employment.  Executive agrees that, in order to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Executive otherwise contained in this Agreement.  Executive agrees that Executive shall not, at any time during the Restricted Period (as hereinafter defined), within any of the markets in which the Company has sold products or services or formulated a plan to sell products or services into a market during the last twelve (12) months of Executive’s employ, engage in or contribute Executive’s knowledge to any work which is competitive with or similar to a product, process, apparatus, service, or development on which Executive worked while employed by the Company.  It is understood that the geographical area set forth in this covenant is divisible so that if this clause is invalid or unenforceable in an included geographic area, that area is severable and the clause remains in effect for the remaining included geographic areas in which the clause is valid.  For the purpose of this Agreement, “Restricted Period” means the following period (whichever is applicable):  (1) if Executive’s employment is terminated other than in a termination initiated by Executive without Good Reason, a period of two (2) years; and (2) if Executive’s employment is terminated in a termination initiated by Executive without Good Reason, a period of up to twelve (12) months, as elected by the Company within thirty (30) days following the Date of Termination by written notice to Executive (the “Election Period”), so long as, during the Election Period, the Company continues to elect, in its discretion, to pay Executive his Base Salary at the rate in effect immediately before the Date of Termination.  The Restricted Period shall commence at the time Executive ceases to be a full-time employee of the Company.
 
(d) Confidential Information. Executive agrees that he will not, except as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to any third party any Confidential Information or
 
 
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proprietary information of the Company, or authorize anyone else to do these things at any time either during or subsequent to his employment with the Company.  This Section 9(d) shall continue in full force and effect after termination of Executive’s employment and after the termination of this Agreement.  Executive’s obligations under this Section 9(d) with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately.  It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of the Company.  “Confidential Information” is defined to include information: (1) disclosed to or known by Executive as a consequence of or through his employment with the Company; (2) not generally known outside the Company; and (3) that relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development.  “Confidential Information” includes, but is not limited to, the Company’s trade secrets, proprietary information, financial documents, long range plans, customer or supplier lists, employer compensation, marketing strategy, data bases, cost data, computer software developed by the Company, investments made by the Company, and any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.
 
(e) Non-Solicitation.  To protect the Company’s Confidential Information, and in the event of Executive’s termination of employment for any reason whatsoever, whether by Executive or the Company, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Executive otherwise contained in this Agreement.  Executive covenants and agrees that during Executive’s employment and thereafter during the Restricted Period, Executive will not, directly or indirectly, either individually or as a principal, partner, agent, consultant, contractor, employee or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, except on behalf of the Company, solicit business, or attempt to solicit business, and products or services competitive with products or services sold by the Company, from the Company’s clients, suppliers or customers, or those individuals or entities with whom the Company did business during Executive’s employment.  Executive further agrees that during Executive’s employment and thereafter during the Restricted Period, Executive will not, either directly or indirectly, or by acting in concert with others, solicit or influence any Company employee to leave the Company’s employment.  Notwithstanding the foregoing, the restrictions of this Section 9(e) shall not apply with respect to an officer or employee of the Company or any of its affiliates who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of their respective affiliates.
 
(f) Return of Documents, Equipment, Etc.  All writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, components, parts, tools, and the like in Executive’s custody or possession that have been obtained or prepared in the course of Executive’s employment with the Company shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without Executive retaining any copies, upon notification of the termination of Executive’s employment or at any other time
 
 
9

 
requested by the Company.  The Company shall have the right to retain, access, and inspect all property of Executive of any kind in the office, work area, and on the premises of the Company upon termination of Executive’s employment and at any time during employment by the Company to ensure compliance with the terms of this Agreement.
 
(g) Reaffirmation of Obligations.  Upon termination of Executive’s employment with the Company, Executive, if requested by Company, shall reaffirm in writing Executive’s recognition of the importance of maintaining the confidentiality of the Company’s Confidential Information and proprietary information, and reaffirm any other obligations set forth in this Agreement.
 
(h) Prior Disclosure.  Executive represents and warrants that Executive has not used or disclosed any Confidential Information he may have obtained from the Company prior to signing this Agreement, in any way inconsistent with the provisions of this Agreement.
 
(i) No Previous Restrictive Agreements.  Executive represents that, except as disclosed in writing to the Company, Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Executive’s employment by the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.  Executive further represents that Executive’s performance of all the terms of this Agreement and Executive’s work duties for the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive in confidence or in trust prior to Executive’s employment with the Company, and Executive will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or other party.
 
(j) Breach.  Executive agrees that any breach of Sections 9(a) through (f) above cannot be remedied solely by money damages, and that in addition to any other remedies Company may have, Company is entitled to obtain injunctive relief against Executive.  Nothing herein, however, shall be construed as limiting the Company’s right to pursue any other available remedy at law or in equity, including recovery of damages and termination of this Agreement and/or any termination or offset against any payments that may be due pursuant to this Agreement.
 
(k) Enforceability.  The agreements contained in this Section 9 are independent of the other agreements contained herein. Accordingly, failure of the Company to comply with any of its obligations outside of this Section do not excuse Executive from complying with the agreements contained herein.
 
(l) Survivability.  The agreements contained in this Section 9 shall survive the termination of this Agreement for any reason.
 
10. Director and Officer Positions.
 
(a) Executive agrees that, upon termination of employment, for any reason, Executive will immediately tender his resignation from any and all board or officer positions held with the Company and/or any of its direct or indirect parents or subsidiaries.
 
 
10

 
(b) Prior to or within 10 business days following the Effective Date, Executive shall resign from the board of directors of Geospace Technologies Corporation.
 
11. Indemnification & D&O.
 
(a) Claims. The Company shall, to the maximum extent not prohibited by law, indemnify Executive if Executive is made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor (collectively, a “Proceeding”), by reason of the fact that Executive is or was a director or officer of the Company or an affiliate, or is or was serving in any capacity at the request of the Company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) paid or incurred in connection with any such Proceeding.
 
(b) Indemnification Agreement and D&O Insurance. The Company and Executive shall, simultaneously with the execution of this Agreement, enter into an Indemnification Agreement in substantially the form as previously entered into between the Company and its directors and certain of its executive officers. In addition, the Company agrees to maintain director and officer liability insurance throughout the term of this Agreement which covers Executive and has a minimum coverage of $25,000,000 (or such higher amount as the Company and Executive shall mutually agree and can be obtained at a reasonable cost).
 
(c) Non-Exclusivity. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall not be deemed exclusive of any other rights which Executive may now or hereafter have under any law, bylaw, constituency document, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office.
 
(d) Continuation of Rights. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall continue as to Executive after Executive has ceased to be a director, officer, or employee of the Company and shall inure to the benefit of the heirs, executors and administrators of Executive’s estate, both with respect to proceedings that are threatened, pending or completed at the date of such termination and with respect to proceedings that are threatened, pending or completed after the date.
 
(e) Enforcement. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall be enforceable by Executive in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Company (including its board of directors,
 
 
11

 
independent legal counsel, or its stockholders) that Executive is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that Executive is not so entitled. Executive shall also be indemnified for any expenses incurred in connection with successfully establishing Executive’s right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any proceeding.
 
(f) Other Services. If Executive serves (i) an affiliate of the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i), in any capacity, then Executive shall be deemed to be doing so at the request of the Company.
 
12. Assignment. In entering into this Agreement, the Company is relying on the unique personal services of Executive; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Executive may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the written consent of the Company. Any attempted assignment by Executive in violation of this Section 12 shall be void. This Agreement, and any rights and obligations hereunder, may be assigned by the Company to a successor by merger or a purchaser of substantially all of the assets of the Company.
 
13. Binding Agreement. Executive understands that his obligations under this Agreement are binding upon Executive’s heirs, successors, personal representatives, and legal representatives.
 
14. Notices. All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as set forth below, or by delivering the same in person to such party, or by transmission by email (which shall not constitute notice). Notice deposited in the United States Mail, mailed in the manner described hereinabove, shall be effective upon deposit. Notice given in any other manner shall be effective only if and when received:
 
 
If to Executive:
To the most recent address included in the Company’s records (as updated from time to time)
 
       
       
 
If to the Company:
Global Geophysical Services, Inc.
13927 South Gessner Rd.
Missouri City, TX 77489
Attn: Board of Directors
 
 

 
 
12

 
15. Waiver. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement.
 
16. Entire Agreement.
 
(a) Except as may be provided in the Indemnification Agreement between Executive and the Company, and any equity award agreement(s), the terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral. In the event of a conflict between these agreements, it is intended that Executive shall be granted the greater of rights for his benefit(s). The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.
 
(b) The Company and Executive agree that, effective as of the Effective Date, the Consulting Agreement, dated as of August 16, 2012, and amended as of October 5, 2012, to which the Company and an affiliate of Executive are parties, is hereby terminated without further right or obligation of any person thereunder or of Executive, other than (1) payment by the Company of any earned but unpaid consulting fees payable in respect of the period prior to the Effective Date, (2) the covenants of Executive set forth in Sections 4.4-4.13 thereof, (3) any indemnification obligations of the Company under Section 8.1 thereof, and (4) the obligation of the Company to provide the tax information described in Section 2.1 thereof.  At the request of the Company, Executive shall cause such affiliate to acknowledge and agree to the termination of the Consulting Agreement as provided herein in form reasonably acceptable to Executive.
 
17. Modification of Agreement. This Agreement may not be changed or modified or released or discharged or abandoned or otherwise terminated, in whole or in part, except by an instrument in writing signed by Executive and an officer or other authorized executive of the Company.
 
18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof.
 
19. Jurisdiction and Venue. With respect to any litigation regarding this Agreement, Executive and the Company agree to venue in the state or federal courts in Harris County, Texas, and agrees to waive and does hereby waive any defenses and/or arguments based upon improper venue and/or lack of personal jurisdiction. By entering into this Agreement, Executive and the Company agree to personal jurisdiction in the state and federal courts in Harris County, Texas.
 
20. Compliance With Section 409A.
 
(a) Delay in Payments. Notwithstanding anything to the contrary in this Agreement, if upon the Termination Date, any stock of the Company is publicly traded on an established securities market within the meaning of Code Section 409A, and in the opinion of reputable outside counsel engaged by the Company and acceptable to Executive, Executive is a
 
13

 
“specified employee” within the meaning of Code Section 409A and the deferral of any amounts otherwise payable under this Agreement as a result of Executive’s termination of employment is necessary in order to prevent any accelerated or additional tax to Executive under Code Section 409A, then the Company will defer the payment of any such amounts hereunder until the earlier of: (i) the date that is six (6) months following the date of Executive’s termination of employment with the Company, or (ii) the date of Executive’s death, at which time any such delayed amounts will be paid to Executive in a single lump sum.
 
(b) Reformation. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with Executive, modify the Agreement in the least restrictive manner necessary in an effort to exclude such compensation from the definition of “deferred compensation” within the meaning of such Code Section 409A or in an effort to comply with the provisions of Code Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, without any diminution in the value of the payments or benefits to Executive. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden.
 
(c) Overall Compliance. In the event that it is reasonably determined by the Company and Executive that, as a result of Code Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Code Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, the Company will make such payment on the first day that would not result in Executive incurring any tax liability under Code Section 409A.
 
 
[signature page follows]
 
 
 
14

 
 
IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple copies, effective as of the date first written above.
 
 
EXECUTIVE:
   
COMPANY:
       
Global Geophysical Services, Inc.
         
             
By:
/s/ Richard C. White
    By:
/s/ Christopher P. Graham
 
 
Richard C. White
    Name: 
Christopher P. Graham
        Title:
Senior Vice President & General Counsel
             
Date:
October 25, 2012
     
Date:   October 25, 2012
             
             
 
 
 
 15

EX-10.2 3 exh_102.htm EXHIBIT 10.2 exh_102.htm
EXHIBIT 10.2


GLOBAL GEOPHYSICAL SERVICES, INC.
13927 South Gessner Road
Missouri City, TX  77489

October 25, 2012
 
Mr. Richard Degner
c/o Global Geophysical Services, Inc.
13927 South Gessner Road
Missouri City, TX  77489

 
Dear Richard:
 
When executed and delivered by you and the Company, this letter agreement shall constitute the mutual agreement of you and Global Geophysical Services, Inc. (the “Company”) with respect to your resignation from the Company and related matters.  You and the Company have agreed as follows:
 
1. Resignation from and Appointment to Certain Positions.  Effective as of October 25, 2012, you have resigned from all director, officer and employee positions you hold with the Company and its subsidiaries and affiliates, except that you will continue to occupy the board position of Non-Executive Chairman of the Board of Directors (the “Board”) of the Company, and, as soon as practicable after the date of this letter agreement, you will be appointed President of the Company’s wholly-owned subsidiary, AutoSeis, Inc. (“AutoSeis”).  During the period that you occupy the position of Non-Executive Chairman of the Board, the Company agrees that there will be no other Chairman of the Board (executive or non-executive).  A duly executed copy of your resignation letter is attached as an exhibit to this letter agreement (the “Resignation Letter”).  You agree that, as requested by the Company from time to time, you will execute such other documents as may be necessary to evidence the resignations covered by the Resignation Letter.
 
2. Terms and Conditions of AutoSeis Employment.  As President of AutoSeis:
 
(a) You will report to the Board.
 
(b) Your base salary will be maintained at its current level.
 
(c) You will be entitled to a commission payment equal to 1% of AutoSeis net sales to third parties (specifically excluding sales to the Company and its
 
 

 
affiliates) at prices not less than as set forth on an approved pricing list, except as otherwise approved by the Chief Executive Officer of the Company.  Additional bonuses, if any, will be paid in the sole discretion of the Board.
 
(d) Your principal place of business will be an office at the Aperio offices in Houston.  You will not report to the offices of the Company except for meetings of the Company’s Board held at the offices of the Company, matters related to the business of AutoSeis or if requested to do so by the Chief Executive Officer of the Company.
 
(e) If your employment is terminated without “cause” (a “Qualifying Termination”) during the two-year period following the date of your appointment, you will receive a severance package consisting of the following:  (1) (x) if the Qualifying Termination occurs during the first twelve months following the date of this letter agreement, two years of base salary, paid in equal monthly installments over two years, and (y) if the Qualifying Termination occurs during the second twelve months following the date of this letter agreement, one year of base salary, paid in equal monthly installments over one year; (2) full vesting of any unvested Company equity awards; and (3) one year of continued medical coverage at active-employee rates; in each case subject to customary mutual releases and nondisparagement provisions.  For purposes of this letter agreement, “cause” will have the same meaning as set forth in the Company’s 2006 Incentive Compensation Plan but will also include a material breach of this letter agreement.  In consideration of the severance arrangement in this letter agreement, you agree that the Change in Control Agreement, dated as of March 16, 2012, to which you are a party is no longer of any force or effect.
 
3. Mutual Releases.
 
(a) You, individually and on behalf of your estate, heirs, assigns, predecessors-in-interest and successors-in-interest (the “Degner Parties”), absolutely and forever release and discharge the Company, its subsidiaries and affiliates, and all of the shareholders, members, partners, principals, officers, directors, managers, employees, attorneys, agents, representatives, successors and assigns of the foregoing (collectively, the “Company Parties”), from any and all claims, counterclaims, contentions, debts, agreements, rights, demands, covenants, duties, obligations, responsibilities, representations, warranties, promises, liabilities, damages, expenses, attorneys’ fees, costs and causes of action, whether known or unknown, of whatever kind, whether based on contract, tort, statutory or other legal or equitable theory of recovery (each, an “Action”), which any of the Degner Parties now has, ever has had, or may have had up to the date of this letter agreement and any related compensatory, punitive or liquidated damages.  The Actions released by the Degner Parties include, without limitation, those (i) arising out of or in connection with your service as an employee, officer and/or director of the Company or any of its affiliates (or any predecessor thereof), and the termination of such service in any such capacity, (ii) for
 
 
2

 
severance or vacation benefits, unpaid wages, salary, equity compensation or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices).  You represent that neither you, nor any Degner Party, nor any person, organization or other entity acting on behalf of any of them, has filed any complaint, charge, claim or proceeding against any Company Party.  You do acknowledge and agree that the Degner Parties are waiving and releasing, to the maximum extent permitted by applicable law, Actions in your capacity as a stockholder of the Company (including, but not limited to, future Actions based on past conduct).
 
(b) The Company, on behalf of itself and the Company Parties, absolutely and forever releases and discharges the Degner Parties from any and all Actions which any of them now have, ever have had, or may have had up to the date of this letter agreement and any related compensatory, punitive or liquidated damages.  The Company represents that neither it, nor any Company Party, nor any person, organization or other entity acting on behalf of any of them, has filed any complaint, charge claim or proceeding against any Degner Party.
 
(c) You and the Company hereby agree that no fact, evidence, event, or transaction, whether known or unknown, will affect, in any manner, the final and unconditional nature of the releases contained herein.
 
(d) Actions not Released.  The releases given in this letter agreement shall not apply to any Action related to (i) your rights to receive the benefit of equity compensation and other benefits owed to you as of the date of this letter agreement in accordance with the applicable terms, (ii) your rights under any employee benefit plan in which you hold a vested interest, (iii) your or the Company’s right to enforce this letter agreement or (iv) your rights to indemnification as a director or officer of the Company or any of its affiliates.  You do acknowledge and agree that the Company is not waiving or releasing any Action related to the commission of any crime or act of willful misconduct by any Degner Party.
 
(e) You further agree that you will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any Action of any kind brought against the Company, nor shall you induce or encourage any person or entity to bring any such Action, nor shall you participate, directly or indirectly, in any such Actions.
 
 
3

 
(f) No Admission of Liability.
 
(i) You, on your behalf and on behalf of the Degner Parties, deny any wrongdoing whatsoever in connection with your dealings with the Company Parties.  It is expressly understood and agreed that nothing contained in this letter agreement shall be deemed or construed at any time for any purpose as an admission of any wrongdoing or liability on the part of any Degner Party.
 
(ii) The Company, on behalf of itself and the Company Parties, denies any wrongdoing whatsoever in connection with its and their dealings with you.  It is expressly understood and agreed that nothing contained in this letter agreement shall be deemed or construed at any time for any purpose as an admission of any wrongdoing or liability on the part of any Company Party.
 
4. Nondisparagement.  From and after the date of this letter agreement, you shall not make or publish any disparaging statements (whether written or oral) regarding the Company or its affiliates, directors, officers or employees, and the Company shall not, and shall use its commercially reasonable efforts to ensure that its directors and officers, and that the directors and officers of its affiliates do not, make or publish any disparaging statements (whether written or oral) regarding you or any member of your immediate family.  However, this letter agreement shall not preclude either you or the Company (or, in the case of the Company, its subsidiaries, and their officers and directors) from making any truthful statements about the other to the extent required or necessary (a) by applicable law or regulation, in connection with any litigation or arbitration (regardless of whether between the parties), (b) in the course of any regulatory or administrative inquiry, review or investigation or (c) in response to a disparaging or incorrect statement made by the other party.
 
5. Miscellaneous.  The rights and obligations of the parties under this letter agreement may be amended, modified, waived or discharged only with the written consent of the parties hereto. This letter agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns.  This letter agreement shall be deemed to be made in the State of Texas and shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law.  Together with the Resignation Letter, this letter agreement constitutes the entire agreement and understanding between the Company and you with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between you and the Company relating to such subject matter.  All notices or other communications required or permitted to be given by a party hereunder shall be in writing and shall be delivered by hand, sent by facsimile or email, or sent, postage prepaid, by registered, certified or express mail or overnight courier service, to the other party at the addresses contained in the records of the
 
 
4

 
Company (which each party shall update as necessary from time to time).  This letter agreement may be executed in counterparts (including via facsimile or .pdf file).
 
[signature page follows]
 
 
 
 
 
 
 
 
 
 
5

 
If you are in agreement with the foregoing, please execute and deliver this letter agreement and the Resignation Letter to Chris Graham.
 
 
 
Very truly yours,
 
GLOBAL GEOPHYSICAL SERVICES, INC.
     
     
  /s/ Christopher P. Graham
  By:
Christopher P. Graham
  Its:
Senior Vice President & General Counsel
 
 
ACCEPTED AND AGREED:
   
   
/s/ Richard A. Degner  
Richard A. Degner
 
 

 
 
 
6

EX-99.1 4 exh_991.htm EXHIBIT 99.1 Global Geophysical Services, Inc. Appoints Richard White as President & CEO

EXHIBIT 99.1

Global Geophysical Services, Inc. Appoints Richard White as President & CEO

HOUSTON, Oct. 26, 2012 (GLOBE NEWSWIRE) -- Global Geophysical Services, Inc. (NYSE:GGS) today announced that Richard White has been appointed as its new President and Chief Executive Officer effective immediately.

Richard White, an industry recognized leader, previously served as President of Western Geophysical, CEO of Veritas DGC, and CEO of NuTec Energy. Richard White commented "I am excited to lead the incredible team Richard Degner assembled at Global. I look forward to working with that team as we further develop Global's broad service portfolio to serve its world-wide customers and partners."

Richard Degner will continue to serve as non-executive Chairman of the Board of Global and also as President of Autoseis, Inc., a wholly-owned subsidiary of Global. In that role, Mr. Degner will devote his full-time effort to further develop Autoseis® technology and capture the value it brings to the energy industry.

Richard Degner added "We are excited to have Richard White join Global at this exciting time in our company's evolution. Global is very well positioned to support the industry's transition to integrated applications of geoscience and engineering solutions."

About Global Geophysical Services, Inc.

Global Geophysical Services, headquartered in Houston, TX, provides an integrated suite of geoscience and engineering solutions to the global oil and gas industry including high-resolution RG-3D Reservoir Grade® seismic data acquisition, Autoseis® autonomous nodal recording technology, microseismic monitoring, seismic data processing and interpretation services, and Multi Client data products. Global Geophysical Services combines experience, innovation, operational safety and environmental responsibility with leading edge technology to facilitate the success of its clients by providing them the tools and solutions to Gain InSightTM. To learn more about Global Geophysical Services, visit www.GlobalGeophysical.com.

The Global Geophysical Services, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7300

Forward-Looking Statements

The statements in this press release that are not historical statements, including statements regarding future performance, are forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Global Geophysical expects, believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other information currently available to management and believed to be appropriate.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to the volatility of oil and natural gas prices, disruptions in the global economy, dependence upon energy industry spending, delays, reductions or cancellations of service contracts, high fixed costs of operations, weather interruptions, inability to obtain land access rights of way, industry competition, limited number of customers, credit risk related to our customers, asset impairments, the availability of capital resources, and operational disruptions. Global Geophysical Services Form 10-K for the year ended December 31, 2011, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss some of the important risk factors identified that may affect Global's business, results of operations, and financial condition. These forward-looking statements reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategies and liquidity. Although the Company believes that the expectations reflected in such statements are reasonable, the Company can give no assurance that such expectations will be correct. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. We assume no obligation to update any such forward-looking statements.

CONTACT: Mathew Verghese
         Senior Vice President & CFO
         Phone: 713-808-1750
         Fax: (713) 972-1008
         ir@globalgeophysical.com
EX-99.2 5 exh_992.htm EXHIBIT 99.2 Global Geophysical Services Announces 3rd Quarter 2012 Earnings Call

EXHIBIT 99.2

Global Geophysical Services Announces 3rd Quarter 2012 Earnings Call

HOUSTON, Oct. 26, 2012 (GLOBE NEWSWIRE) -- Global Geophysical Services, Inc. (NYSE:GGS) announced today that it plans to publicly release financial results for its quarter ended September 30, 2012, the Company's 3rd quarter of fiscal year 2012, before the market opens on Tuesday, October 30, 2012.

An investor conference call to review the financial results will be held as further detailed below:

Conference call Information:

Call Topic: Global Geophysical Services Q3 2012 Earnings Call
Date of Call: October 30, 2012
Time of Call: 10:00 a.m. Eastern Time
Participant Operator Assisted Toll-Free Dial-In Number: (877) 312-5527
Participant Operator Assisted International Dial-In Number: (253) 237-1145

Investors and analysts are invited to participate in the call by phone or via the internet webcast at: http://ir.globalgeophysical.com/

The webcast from the call will be available for on-demand replay on our investor relations website at: http://ir.globalgeophysical.com/results.cfm

About Global Geophysical Services, Inc.

Global Geophysical Services, headquartered in Houston, TX, provides an integrated suite of geoscience and engineering solutions to the global oil and gas industry including high-resolution RG-3D Reservoir Grade® seismic data acquisition, Autoseis® autonomous nodal recording technology, microseismic monitoring, seismic data processing and interpretation services, and Multi Client data products. Global Geophysical Services combines experience, innovation, operational safety and environmental responsibility with leading edge technology to facilitate the success of its clients by providing them the tools and solutions to Gain InSightTM. To learn more about Global Geophysical Services, visit www.GlobalGeophysical.com.

The Global Geophysical Services, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7300

CONTACT: Mathew Verghese
         Chief Financial Officer
         ir@globalgeophysical.com
         www.globalgeophysical.com
         Phone: 713-808-1750
         Fax: (713) 972-1008